Lazarus
by alphatrash
Summary: She was an accident no one knew how to deal with, not after the first one, not after Ultron. Ultron/OFC(rating subject to change)
1. Chapter 1

**Authors Note:**  
 **tbh I'm just rlly bored and fucking weak for ultron so ? tbh i've never rlly written a fic before but new yr new me.**

 **I've seen a lot of human/ultron fics(they are all crazy good thnk u for writting them) and i wanted 2 try something new and write an 1 with another A.I. and Ultron.**

 **factoids: the pronouns r going to change, maybe next chapter but lmao it's an android so why the fuck would they have a concept of gender before gaining sentience haha . …**

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Cold.

Snow.

Pain.

The weak static of the android flickering on their optics broke the eerie winter silence. With jerking movements they tried to move, dirt and shrapnel lodged in every joint. Where where they? How did they get here? Throwing their arm forward they used the handless nub of warped metal to drag the rest of their body upwards. A wire sparked, their body seized and collapsed as the cord pinched underneath their chassis shot electricity through their frame.

'How did this happen' seemed like a more appropriate than 'where'. How they ended one step above a busted toaster appeared to be the question of the hour. What, or who, had happened? More specifically what and who had happened to them; leaving nothing but a pathetic mess behind. It was almost cruel,mutilating them so much without finishing the job and leaving the android twitching in the snow. They liked to think they wouldn't do that, they'd kill, you they thought, and take the high road. But still, _why_? Their internal clock read 79:14:02. How the fuck did they manage to piss of someone that bad in three days? they didn't remember any deplorable sins, no kicking puppies, no jay walking, nothing. So now they laid face first in the falling snow trying to collect everything they knew.

All of the androids data felt jumbled and random. It was hardly discernible in the headache and glitching processor that kept the left finial bobbing up and down. They figured the right would do the same, if it wasn't to busy with shitty imitation of an origami crane. Toasters, Origami, hands, faces, they knew _of_ things; like supermarkets and horses, and a vague idea of movies but nothing important. it was infuriating.

Shifting through the useless data around their processors was doing nothing, there was no explanation of how they ended up here, why they looked like a bear's chew toy. Bears…. they knew about bears too. They were big and broke into human establishments for food.

Humans.

They knew that one. They knew that one very, very well. Soft, screaming, blood and snapped limbs, something loud and sharp firing in succession near them. Puncture them. They remembered that now: guns, being shot by guns, and feeling their core reactor crack. That's when the android first felt pain, they think. Who knows for sure.

Suddenly something slinking back into their memories: a presence. It was powerful and was stronger than them then. That was familiar, the presence in the back of their mind, telling their husk of a body what to do, to attack, to kill... But why?

They didn't remember how they felt then, to be turned into a shitty rendition of Pinocchio while someone else pulled them along with invisible little strings. They started to to doubt they even had conscious thought then. They remembered something going bad, when it started getting crowded. They think it's when the bullet pierced their 'heart'. Maybe that pain made them aware of one little fact:

A single head isn't big enough for two people,specially theirs. They felt chained, like they were stuck in a box ten sizes to small, it felt…. wrong. They didn't remember that feeling when the other consciousness was there. They didn't remember feeling anything at all, and suddenly nothing felt more terrifying than being controlled again.

But that entity, whoever it was, turned them into a busted scrap of metal with more holes in their chest than swiss cheese, and that was enough to want to paint a neon 'Avoid Me At All Costs' sign over them. Alright, they decided, that was the plan: step 1. get out of the snow. Step 2. avoid Mild-to-Severely terrifying brainwasher. Maybe 'not die' would be a good one to add on that list, but at the rate power was leaking out of the fractured core, it looked a little ambitious.

The android braced themself again, they would get up, they had too. Slowly dying in the snow would've been a disappointing way to go, considering what must've happened to get them so bent up. This time, they propped up their torso with their good hand and nub, and pushed.

Tucking a knee joint under them, flung themselves out of the white blanket, barely managing to catch themselves on a tree. With their hand digging into the frozen bark for support, the android took in their surroundings. The fingertips clenched the wood a little harder when a feeling of dread started creeping into their mind when they saw it all.

Bodies.

Robot bodies, robots that, look like them. Something washed over them, like being dizzy and small at the same time. Nauseous, that was it. Heads, limbs, shrapnel, it was everywhere, it was terrifying. What did this? Why the hell is were they still alive and everyone else… well. They couldn't even see a town to try and fix themself in. Wait.

They groaned, or tried to through a broken voice box, but the point got across through the static. There were resources for repairs, all over the forest floor. For a second they debated if letting their body degenerate would be better than reaping corpses, and lurched off the tree. The nearest drone was only a couple dozen meters away, an annoying hobble, but not an impossible one.

Kneeling next to the body they began a systems diagnostic, focusing on everything besides the obvious 'missing hand' situation, and got work. Muttering a scattered 'sorry', they started removing the robots arm and leg. There was bad damage to their right foot but the droid only had a left, and all the other limbs seemed to far away. It was disappointing but they would make do.

They attached the new leg as quickly as possible, and even though they were put off by the unfortunate look, a third of the malfunctions went away. Without a welding iron, that was the non of the ruptured lines could be sealed,but they took the small graces and unhooked the broken arm from the shoulder and looking the new one in it's place. Better, for now, the android could move without jarring around like a drunk. Small graces, they reminded themselves, it's the small ones.

They tried tying knots on the dripping cords, crying out when they got shocked unexpectedly, the android tried their best to stop the coolant seeping out of their body. A huff of static left them as they reanalyzed their internal diagnostics. Ruptures, leaks, dents, holes, low power, no flight, the list went on, but something came to their attention more than the others:

MAJOR SYSTEM CRASH; FILE CORRUPTION.

Strange, but at the same time it made sense. They didn't feel like anything was…. wrong so to say, besides a constant internal ache and the sensation that their head didn't fit right. It was almost as if they'd gone from infinitely small to violently expanding and not snapping back all way. With massive expansion of mental space they felt…. they didn't know… Too large and too small, maybe.

Shoving the thought to the back of their mind as best a possible they slowly rose to their feet, using their thighs for support when the abused joints protested and started walking. It was uncomfortable, the two left feet throwing off their center of balance and keeping their processors from calibrating a new one. They made do and kept walking, hobbling weakly through the knee length snow.

The android needed shelter in case a storm rolled around, it was already bad enough that as their core started heating up, the ice started melting causing their exposed wire to flare up in pain. They didn't want to freeze all over again, they wouldn't make it if they did. With their mind made up, they carried on, looking for something, anything, that could protect the battered shell they called a body from nature.

So they marched, or shuffled, dragging their sparking limbs through the endless woods for hours and soon what had been a simple task morphed into a desperate mission. Their energy level lowered faster than they had anticipated, their systems became sluggish, making harder to focus on which foot went first. They stumbled through the snow quickly as possible, they'd shut down soon. They'd die.

No.

They had to move, they had to find a town. Something, anything, there had to be a garage, telephone pole, anything. They couldn't have lived just to perish not even a day later. They didn't want that, not yet, they just started living, the android didn't even know who they were and they wanted a chance to find out. So that stumble turned into a jog, a sloppy, blind pace, as they barely managed to stay on their feet.

All they could focus on was _forward_ the flickering starkness of their environment made it difficult to comprehend beyond 'tree' and 'white'. Their engines core worked in overdrive, the metal around their core burning red hot, they lost too much coolant, their fans didn't work. The android didn't have time to focus on that, the holy trinity of their consciousness was encompassed by cold, survival, and death.

The android started turning off secondary systems after another half mile, routing all power to their legs and the one optic necessary to see. They almost didn't see a splotch of green fly in front of them, almost. Thankfully they did, and tried to stop before running headlong into the humanoid shape. Keyword: tried, Their legs stopped before the rest of their body, their limp arms doing nothing to catch their fall.

Human? No, no, humans weren't colorful, they were pinks and browns and the shades in-between, not green and …. red. Panic flared in the robot once again at the thought that _this_ is what killed the others, and came back to finish the job. They thrashed wildly, kicking up snow and trying to back away from the floating creature.

Its hands reached out for them, the voice was trying to sound soothing with open palms. But the words feel on deaf ears, as the robot skittered back against a tree as it approached. Its yellow cap billowing behind it, contrasting against the red and green of its body, red. red. They remembered red, they remember the red light when they couldn't feel, when they were small. Oh no, no, no, no, no, no, no not again!

"NO," They shrieked, chopped, distorted by interference.

It stopped, and smiled.

Smiled? Why? Because it was cruel and knew its past puppet couldn't stand? Was there some joke they were missing?

The beings lips pulled up in a gentle grin, it looked… sad. That'd didn't make sense. Didn't it want to kill them? Isn't that why it came?

"Ultron," It said. A name, but spoken like it meant stop.

They didn't understand, that wasn't their name, they didn't have one.

"Who?"

The being blinked, shocked, and retracted its hand slightly. Looking at them in concentration, its brow furrowed, analyzing, "Well, that's interesting."

The android looked past its shoulder, not wanting to meet its eyes. They thought they saw something shift against the silver, a glitch most likely, and asked,"Are you going to kill me?"

"I'm not sure."

Frustration bubbled inside the android, "Why?!"

It didn't answer. It took them in, looking at their mix-matched body as they tried to press themself closer to the tree. Their arm reached back, bracing against the wood, maybe they could make a run for it? Count to three and dash in the other direction? No, no,no, that was stupid, it could fly and they doubted they were capable of anything past a crawl.

"Peculiar," It stated, taking in their form one more time,"Who are you?"

"Not Ultron,"

It laughed under its breathe, short but not unkindly, like an adult to a child.

"That, I am beginning to believe," It shifted on it's knees getting closer to the android,"I am Vision, I cannot promise you anything, but there may be a place where we can fix you… if you wish."

In retrospect they shouldn't have said yes so quickly.

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 **a review would b rad thnk u children i'd love to know what you think! xoxo**


	2. Chapter 2

**S/o 2 eighbitowl thnk u for the review that means a lot!**

 **sorry for errors in advance.**

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They flew for hours, clutching onto the being 'Vision', as tightly as possible. There wasn't any wonder over flying across an expanse of water, especially when you're made of metal and electricity. A bad accident waiting to happen, a bad, painful accident.

So they stayed rock solid, not moving a centimeter. Vision told them to look at the sunset, he said it was beautiful. They said they turned offed optical power. It wasn't a lie, but is was mostly fear. The abyss wasn't a welcoming sight, they didn't see any beauty in it, only death.

The android had begun rerouting power shortly after that, shutting off their legs, the arm not clutching the flying man, optics, vocals, and any other secondary systems.

It was stifling. They felt trapped, the nauseating sensation of being trapped in a small space resurfaced. The Vision must of caught on, tightening his hold over them, telling them they were breaking his shoulder.

But he also talked, and about everything. He described Earth and its beauties, but at a small tug on his shoulder, the ocean was taboo topic. He told them about the city they were going to, New York, briefly about the Avengers, and went on to why he was still in Russia: the end of the world.

Or, well, it would have been if the Avengers hadn't stopped _him_. Vision was checking if he escaped. A robot, an A.I, who wanted to save a race by destroying it: Ultron. The concept only made partial sense to the android, the plan seemed.. premature. But Vision kept on, mentioning how he was a byproduct of Ultron's plan, another A.I, he asked if they were one.

They stayed still, only rotating their head slightly outwards, a silent, 'I don't know.'

Because they didn't. They didn't know who or _what_ they were. A systems error? a corrupted line code? Vision's guess was as good as theirs. Theirs… They didn't even have a name, did they have a personality?

Despair seeded in their mind, this felt real, but what if it wasn't? What if they just were just a glitching program? What if… they were a trojan horse and Ultron was lurking in the back of their processor, ready to take back their crippled husk at the next opportunity.

They didn't move, Vision kept talking, the despair turned to dread. Death, dying, being erased, they hated the A.I in that moment. They hated him for that fear, for that paranoia blossoming inside them. He used this body to kill, and he might still be there, waiting to kill them.

The android wanted to feel his cables pop and hiss, their hands elbows deep in this body, pulling anything and everything in their reach, to make him feel that fear. They caught themself, feeling ashamed.

Fear into anger. That's exactly what Ultron did, that's exactly what they wouldn't.

They focused back on Vision, listening as he explained how the rest of the team might not be as…. receptive. The android squeezed his shoulder, understanding. The A.I killed more than just a friend, but a family, bringing back one of Ultron's droids would just be a reminder.

Pietro was his name, he sounded brave. They were sad he died.

Eventually the two made it, they felt him slow, stop, and land gently. The Android stayed in his arms, their arm has fallen limp not long ago, hearing was difficult. Words came in short intervals.

Yelling. They heard yelling, swears, Vision's calm timber, and something else…. a crash maybe?

They were moving again, being placed on a table. Their limbs being removed, plates being pried open, a hand over their core.

No, no, no, no they were getting dismantled! Movement was impossible, they tried yelling but only managed a stream of static.

Dark.

Light.

Their optics onlined slowly, flickering with interference. A white room, mechanical arms and wires surrounded them, their old body piled onto a table. Artificial light made it difficult for their processors to adjust. They android looked to the left of the disheveled lab, robotic parts and digital pads laying everywhere, and nearly had the robot equivalent of a heart attack.

A human man, looking at them with a bemused expression, "Rise and shine, buttercup."

They tried to move and realized they were nothing more than a head and torso. Newer, though, they acknowledged thankfully. It was a different body, bare and clunky, an industrial grey.

"We took 'em off in case you went homicidal on us," The man said, "Natasha's idea."

He turned and picked up a pad, scrolling through its contents, "Not that I like it! Actually, I hate it. Thought we should just let you're battery putter out and be finished."

"Vision," The realized as he nodded. He kept them alive!

"The other's will be here soon, don't get comfortable."

He wasn't lying, not ten minutes later the most intimidating group of vaguely pissed of people they'd ever seen strolled inside. They were still bruised, scratched, the archer, Clint Barton if they remember correctly, had a black eye that rendered half his vision inert. The woman, Natasha, wasn't much better, her lip only being held together by a couple stitches and her nose looked swollen, probably broken.

Then there was the girl. She stayed on the far side of the room, eying her, prowling along the laboratory like a wolf. They felt guilt. They didn't understand why, they weren't… whatever they are then, the android was a puppet, they didn't have a choice. They forced themself to ignore it.

Thor entered, the Captain, and Vision. Relief flooded through them, the other being would be their advocate, hopefully. He walked up to the man, they figured was Stark and stood next to him.

"We're scrubbing your systems, seeing if you're who you say you are," Came Rodgers, his chin held high. The leader, the biggest threat, they were scared of him.

"I've been asleep." They stated.

"I informed them about the… situation," Vision said lightly, "How I don't believe you to be a threat."

they nodded.

"Doesn't this seem a little odd to, well, anyone?" Stark offered, holding out his arms, "Or strongly convenient?"

Natasha nodded, "Three day later and another A.I, right after Ultron's death."

Stark's brow shot up, obviously surprised by her agreement.

"I'm not an A.I," They whispered, "Or.. I don't know."

"Well, this says you are," Iron Man argued, pounding a screen with his fingertips and throwing a hologram in the middle of the floor.

It was pulsing, a red and orange mass of code, connecting, throbbing. Lines of light arching and throwing out violently. It looked like a nebula of strings, it looked…. Alive,"What is that?"

"That," Stark threw out two more holograms, a small orange sphere that rotated cleanly, and a another mass, similar to the first, still fluctuating, still _living_ but it didn't flare like the first, "Is you, the other two, old Jarvis and our pal Ultron."

"Just scans," He added, picking up on the looks the other gave him. Their muscles tightened before relaxing. Natasha looked ready to grab her pistol, "But you, little guy, are an A.I-"

Guy. He. Him. Masculine, typically associated with the male gender. It felt… wrong, "I'm not a guy."

Stark stopped, taking in the robot appreciatively, the rest of the avengers looked surprised. They, no, she, didn't blame them.

"Do you have a name?" Rodgers asked, crossing his hands in front of him.

She paused, no. She hadn't that far ahead, a little too preoccupied with 'Oh god I could die any second'. The android looked to Vision desperately, hopping her plea for help would come across on an emotionless face.

"Lazarus."

She would've smiled, if it were possible. Lazarus. She loved it.

"Disciple of Christ, risen from the dead?" Clint shifted, "Isn't that a little, I don't know, sketchy considering the last Big Bag had a god-complex?"

"I like it," She snapped, her tone clipped and sour.

Clint shrugged not even bothering to look at her, "Alright, just watch yourself.

'Watch yourself' echoed in her head. She regretted losing her temper. These people could kill her, easily, and would be looking for any excuse to do so. Lazarus needed to be careful, one mistake and she'd be missing more than limbs.

"Are we really going to let another machine enter our midst?"

Thor.

Big, scary Thor with the hammer. She bristle at his remark, "I haven't done anything!"

A door slammed.

Everyone watched the Maximoff girl storm away, her hair bellowing behind her.

Tony Stark gulped dramatically, and Thor spoke up again, "For your sake, machine, I hope so."

He turned to leave and Vision nodded to her before following him, no doubt going after the human woman.

Lazarus suddenly found herself jealous. People cared about the girl, what was her name again? Wanda, that's it. But she could die, it'd be a relief to everyone in the room. She wanted that. She wanted their trust, "What are you going to do with me?"

She look around the room before daring to ask, "Maybe add some legs, or an arm?"

No one said anything, "Just arms?"

Their expressions said no.

Tony moved again, shuffling through chart after chart, "The main scrub isn't finished yet, for all we know it's just a mask, a lot of makeup to hide him."

He looked back to her, "If you aren't Ultron, will stick some peg legs. If you are, well, I think you've gotta a pretty good idea of whats going to happen."

One after another they left the room, boots clicking on the clean linoleum. She didn't move, just watched them, afraid that a single move in the wrong way would set them off. Stark stopped, before adding over his shoulder, "I'm kinda hoping it is you, Thor needs a new hair straightener."

If she had a stomach, it would've dropped the floor, but she didn't, so she sat and thought, she reviewed her facts, what she knew. Lazarus didn't know how much of her code was made from Ultron, she only hopped it wasn't enough to set off any alarms.

Oh, God, she was dead. She was a dead, dead robot.

She could always try and roll away? Yeah, right… Down the streets of a heavily populated city after the failed robot apocalypse. Maybe she could do what Ultron did, try and force her consciousness into the web? That would ruin her chances of ever gaining their trust, though.

She groaned, this wasn't what she had in mind by 'stay alive'. Though, it was a sort of comfort to have an inkling as to what she was: an A.I, an accident, sure, a mistake, probably, butt she was alive, in a way.

A.I, there were two in the world now, Vision and her. She didn't know if she believed in a God, but she prayed Ultron was gone. The glitch across her optics when she first met Vision came to mind. That was a glitch, wasn't it? It couldn't have been another drone, it couldn't have been _him,_ could it?  
She shoved the thought to the back of her mind, he was dead, there wasn't another body for the psychopath to inhabit, there was just her.

Lazarus review the memory for what felt like hours. It was solid, stagnant, it stood in the corner of her eyes but at the same time, there was hardly a discernible shape. It wasn't possible. She refused to believe it, Ultron was dead, Vision killed him, she came out alive, and if not, she'd kill him herself.

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 **the next chapter will probably faster than this, just to get stuff done and make if more fun, but things have 2 be established /shrugs**

 **thank you for reading! tell me what u think! xoxo**


	3. Chapter 3

**Sorry for any errors, thank you for reading!**

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Hours ticked by meticulously. Every second, every minute, slowed down ten fold as Lazarus dug through her head. She wanted, no she needed, a working body, she wanted one that went beyond 'drone'. Expressions would help her communicate, help the A.I be more approachable. She thought through how she wanted her body, nothing came, there was always a flaw, something to be improved on. She filled the project to the back of her processors, and turned to the Avengers.

Their trust, that's what she wanted, friendship, people to care about her. But Lazarus was an outlier no one knew how to approach, or even wanted to. She'd approach them one at a time, a different tactic for each, it was pragmatic, simple. Most importantly, it would _work_.

Vision already seemed to trust her, the A.I wasn't going to put stock in it as anything more than a test. Failing wasn't an option, the man may be kind but he was practical and if she failed, death was the only certainty.

Black Widow and the Captain could be a two for one, they both appeared to be people of action over words. The Russian was the one that vouched to have Lazarus' limbs removed, she was cautious, and the Captain was world weary. He'd seen loss, friends, family, trust, everything and it was a pain she couldn't relate too.

Tony would be slow, the man who relied so heavily on machines hid nothing about the resentment he held for her. He lashed out when he was scared, it was a common thing, Lazarus did the same. She'd appeal to his loyalty, keep her promises few and her responses smart. He was the one building her body, giving her legs, she needed him to believe her. Lazarus would talk, she'd joke, and play for pity.

She wouldn't approach Wanda, not at first, not until she had others on her side. The girl and Clint Barton were heavily associated in Pietro's death, Lazarus was heavily associated with Ultron. She would make no illusion to that fact.

Her origin was an unfortunate position, but being stuck in her head gave the A.I time to make that… problem, into a pawn. Her game was strategy, chess almost, but her board was missing pieces that needed to be present. She'd make Ultron a rook, his mistakes her pawns, and his death her queen.

Lazarus watched Stark ignore her, filling what she only guessed was her code. She watched him, it made him uneasy, she stopped, turning away and eying him through her peripheral. His silence bothered her, she couldn't work in silence. Humor, Stark was known for his wit.

She ignored the apprehension sprouting, ignored how her core started overworking, "Lovely weather we're having."

He didn't say anything.

That didn't go as she planned. Try again, she told herself, chisel away that iron suit, "What are you working on?"

Still no answer. She faked a sighed and went back to blatantly staring at the man.

Hours ticked by. He was boring but she was persistent. The A.I pieced together he was still comparing her to Ultron, overlaying codes, comparing lines, occasionally leaving to fiddle with some polished machine. the genius never stopped, "You need to eat."

It was true, humans constantly had to reintroduce the substances there body's used, like a battery. She'd never admit she was jealous of human's taste, she'd thought about it around 3 a.m, over the word 'sour'.

"I'm fine, mommy."

Sour. That's how he sounded, shoving away his side project dismissively. He approached, her power fluctuating; Stark elected to ignored it, "I'm making a kill switch. Christmas Colors thinks you're good to go, but no one else wan't a rerun of the robot apocalypse."

He transferred her data to a pad, probably to work away from her prying eyes, "Maybe you'll get off for playing nice, I'm not in charge, but until your a bonafide good guy the off switch is your only option."

Stark gave her an exaggerated shrug before throwing the door open with more force than necessary.

If she could frown she would. Lazarus was disappointed by the conversation, but refused to be disheartened. She was still, even in her armless state, a threat.

Lazarus sat… and sat…. and sat. Time melting away as she picked at the concept body. She grew bored,and shifted from that to her voice. The A.I hadn't bothered to change it from the default, it never seemed important. it dawned on her that it wasn't the most approachable timber, somewhere along talking to an elevator.

She played with the pitch, there weren't many example to build off, but she managed, briefly considering saying a chipper hello to the avengers as an old man.

Testing voices out loud, two high, to low, to raucous, to young. The day went by like that, the A.I's patience was tested, wanting to push the project to the side. But no, she had to do this, it could always be changed.

So she settled on a strong, neutral tone, a slight rasp to make it more human.

Natasha Romanoff came in the next day, she didn't say anything. Lazarus slowly became agitated as the days rolled through and she was still stuck on the hunk of metal. She was bored and lonely, she needed an outlet, and needed answers for her questions.

She'd wait for the next one, it'd be her chance.

The A.I became excited, hopping Stark needed to pick up materials, run another scan. She realized they never told her how the scrub went, but she took her living as a positive sign. And in the dark of night, with only a few computer's lighting up the laboratory, someone came head whipped around, a greeting on the tip of her metaphorical tongue, until they came into view.  
Clint Barton.

"And here I was hopping you'd be asleep," He sighed, walking past the A.I.

"I don't sleep," No, try again, that wasn't how you make friends, "Why are you here?"

That was mean, she thought, be _nicer_ , "Not that I mind! It's just, the wall gets boring."

The archer snorted, shuffling through papers, "Getting something for Stark."

He made a small noise of triumph and tucked a pad under his arm. She wondered what it was for, but was she allowed to ask? Or would that set off the 'evil robot trying to usurp us' alarm, she didn't know, but she could try, "What's it about?"

"Wouldn't you like to know."

She sighed and looked away, trying to go for the kicked puppy look.

"It's on a friend," He answered shortly, still avoiding the robots face.

She nodded and asked if they were all right, there wasn't an answer, he didn't know. Guilt. She hated that one. She apologized and changed the topic. She wondered if he'd come again, he didn't know that one either. Clint stood at the door, his hand on the metal frame and chin over his shoulder, answering whatever questions she had shortly, tersely, reminding the A.I that he in no way trusted her. The only positive thing the she pried from him was a 'maybe' when she requested something to do, like a T.V or book.

He left.

The next time she saw him was three nights later, he brought a book on tape, To Kill a Mockingbird. He played it and left, she listened and loved it. Atticus was her favorite, he was brave and kind and it didn't take long for her to decide she wanted to be like that.

Then Tony came, he didn't say much, taunting and pulling strings, seeing if she would crack. He installed the kill switch, she was scared, he teased her. Lazarus didn't say much after that, not to him.

Six stressful hours passed of her trying to ignore, then remembering the kill switch; then they all came to her, everyone but Wanda. The Avenger marching in without a word. Rodgers was the first to speak, "Stark says you're clean-"

"And I was _very_ thorough,"he interrupted, leaning casually against a work table.

"-So we're going to give you legs."

Lazarus couldn't smile, but it felt like she was.

"You'll be under constant supervision, no weapons, no touching electronics or people, and you're restricted to this floor only. Everyone of us can shut you down if there isn't compliance, understood?"

She nodded her head vigorously, barely able to keep her excitement under control,"Yes!"

Lazarus laughed, ecstatic, "Yes! yes, I understand, thank you!"

She looked at vision, he grinned at her. He never fully smiled, just subtle quirks and a small lilt in his aristocratic tone, but he seemed happy for her. The others, well, the same couldn't be said for the others. Hawkeye was fascinated with something on the wall and the other assassin gave nothing away. She was intimidating, crossed arms and a strong stance, her eyes never left the A.I.

Tony, Thor, and the Captain where the trifecta of begrudging cooperation, but she was getting legs! She could move again! Suffering their bad attitudes was a relief compared to being trapped in her head all day.

Tony started setting up the machines and pulling on a pair of gloves as the others slowly started to leave. Heaving the metal limbs on a rolling bench next to her and got to work, screwing and bolting on the joints in a spray of glowing sparks.

By the time he finished her arms Lazarus could hardly stop wiggling her fingers and stretching her arms, "You have no idea how good this feels!"

He snorted, and didn't look up from her hip. She readjusted to having a body as he worked. Her mind was too large to be confined in a stationary space, and it kept growing.

Lazarus could feel it, a slight constriction around herself, it was was infuriating. Now, however, she could occupy herself, she could ask questions and see new things for herself, or well, she will, when the man finished her legs.

She didn't know who she'd be supervised by first, but she couldn't wait to start needling away at her plan. Lazarus didn't think she'd be getting movement so soon, it caused her to readjust the strategy, but it was nothing she couldn't manage, if anything it'd be easier.

Snapping back to attention when the man leaned away form her, his tools loose in hand. He scooted away and pretended to be interested in something else, she could tell he was faking, waiting for the robot to ask a question. And as soon as the scans from her new legs came up when they finished calibrating, she didn't disappoint.

"Why are they aluminum?"

"Boring. Figure that one out yourself."

She paused, it was a weaker metal compared to steel and titanium, it bent, and easily too. The copper in her joints were the same, pliable alloys that in comparison didn't last long.

"Easier to break."

He dipped a pencil to her in affirmation. That hurt, she felt anger spike at his comment. Ultron was the one that hurt them, not her, she wasn't that person. She tried her best to force it down, she really did.

She pushed herself up harshly and marched towards the windows. Stark faked ignoring the A.I, his eyes trained on her. She hadn't seen the city like this before, it was beautiful. It looked… connected.

"You see him when you look at me, don't you?" The A.I accused.

"Who? Tall, dark, and scary? Hard not too, Vision looks human, it's easier to ignore what he is, still gives me the heebie-jeebies."

Poking at the glass she watched the lights flicker when it wavered. Lazarus almost offered to suggested a new body, one with a face. Patience, she needed patience.

"One more question," she started, "Sorry."

"I doubt that, but go ahead."

She didn't brave looking at him, the A.I didn't know if she was strong enough for that, "Do you hate me."

"Not yet, no," He shrugged, "But, I mean everything's subject to change."

"Look at you!" He offered, "Went from insignificant drone to one of the biggest threats in modern society, congratulations by the way, it took me years."

"Thanks I…" She trailed off, uncertain of where to go from there,"Try?"

He snorted, "My insurance hopes not."

She doubted there was anything to cover robots, aliens, and himself, then again he probably invented it. She turned back around to face him, "Me to, thank you, Stark, again I… Appreciate it."

The man spun in his chair before flinging out of it with relish, "Sure thing, Sparky."

Lazarus balked at that. A nickname, a term of endearment, friendship, she didn't know if she liked it or not,. No, Lazarus decided, she didn't; it was unoriginal, annoying, but the gesture stood and that she adored.

She heard the door slide behind him.

Her schedule continued like that, mostly Iron Man watching over her, though occasionally Vision. His days were always fun, they'd walk around the her designated level or he'd point out buildings, tell her about menial things they did. The others avoided her, but she knew it wouldn't last, one day the two geniuses would be busy and someone else would need to stand guard.

She hopped it was Clint. She been less afraid of Tony since she learned he didn't hate her, but that didn't mean she was comfortable.

Clint, however, had turned out to be an unexpected variable. She had counted on him despising her, but so far the only one to do that was Wanda. She still didn't blame the girl for hating her, Vision explained how close they appeared to be, humans, like , responded violently to strong emotion.

She found herself staring out the window constantly at night, she tried calculating how much energy the city used, but her processors started to ache so she moved to something small like the laboratory. She thought about ways to make it cleaner, minimize the energy discharged, insulate and ventilate the room all together.

Lazarus thought the headaches were just when her program overtaxed the limited processors, but they started to continue, and she didn't know what to do. She could tell Stark? He was a technological genius, maybe she fried part of her hard drive? Then again, what if he thought it was something worse, and took the limbs off again?

She didn't want to be bed ridden, she wouldn't be.

Besides, they weren't constant, an hour or two at most, nothing that wasn't manageable. So that paranoia kept her trap shut and another fifty hours passed before it went to hell.

Her arm twitched on its own.

It was late, maybe four in the morning before her head flared up in a pulsing heat she'd never felt before. Lazarus almost cried out, a small stream of static chortled out of the voice box and watched her hand twisted and spread while the other stayed still.

Now she was afraid.

If the avengers didn't turn her off for good after this, whatever _bug_ was in her systems would.

So she waited, four more session and five more increasingly frightening twists later and Vision was finally her guard. She could barely think anymore, her processors running a thousand miles an hour trying to defray her systems and calm her nerves, both were fruitless.

When the red and green hybrid walked gracefully in the room, she didn't even bother with a hello, "If I tell you something will you promise not to delete me?"

He regarded her seriously, coming to stand a foot in front of her, "What's wrong?"

"Promise me."

"I'll do my best, Lazarus."

He was the only that used her name, she appreciated that, "I'm in pain and nothing's wrong, no viruses, no errors, nothing!"

Her voice was picking up, her worry undeniable,"My limbs move on their own."

The silence was deafening, and the terror she'd been harboring came to question, "Are you sure Ultron's dead."

"No."

She thinks this is what it's like to want to cry. Chopped static filtering out when the words couldn't come, "Oh."

Her reality shattered to a million pieces. This couldn't be happening, she was supposed to be her own person, she was supposed to be alive. Stark *said* she wasn't Ultron, that she was too different. The A. I wanted to scream, and run, she'd put them all in danger if he got control, everything would be ruined.

"I don't want to die, Vision," She admitted, "I'm not ready."

He paused, deep in thought before rising to his feet, he voice was calm and not unkind, but she knew there wasn't any saying no, "Come with me."

And then he touched her.

All she could do was scream. Her head felt split down the middle as mind numbing pain tore through her. She could feel her processor frying, listen to them spark. Images flew across her mind. A room, dark, red, smooth sharp metal. Now blood, broken human limbs , No, a city, a crumbled remain of cement and bodies. _Him_. She felt the shock wave in her metal skull, the boiling hate and rage from the monster.

Clutching the plates she dug in her fingers and _pulled_. Desperate to alleviate some, any, of the pain. She registered voices calling her name, hands on her body, and a green thumb between her optics as she thrashed. Churning, distorted screams of static and black.

Only one thought managed to burn itself into memory.

Ultron was alive.

Alive.

* * *

 **Author's notes:**  
 **longest chapter i've ever written tbh and i wouldn't expect them 2 be this length all time, i would die .Ultron will be in the next one, finally! im hella busy with work and stuff and i dont get home till ten or later, but ill try and keep updates as reliable as possible.**

 **What do you think of the story so far? The pacing, Lazarus, do i write the cannon characters alright? anything helps and really motivates me to keep writing not 2 sound like a thirsty hoe, but yeah it means a lot! so thanks for reading! xoxo**


	4. Chapter 4

Lazarus's left optic flickered like a dying flame before powering on. Their normal glow illuminating fully as she oriented herself. It took less than a minute of scrambling for her processors to find out how wholly wrong her current position and errors to began flooding through. Energy leakage, disrupted coolant lines, right optic compromised, major epidermal damage, and missing limbs.

Panic laced through her as she tried jerking her torso upwards and get a better view of the surrounding lab only to find herself strapped horizontally on the berth. Fear. She started bending and twisting, trying to release herself from the bonds. A steady chant of 'Not again, oh no, not again!' running on repeat with her struggle. It was pointless, she swore, unable to break free.

Alone and trapped, Lazarus wondered where the humans where. She remembered the… episode, their voices, their hands. She threw the memory away, not wanting to think about it, to accept how close she'd been to dying.

The A.I opted to stare at the white expanse about her for an impressive ten minutes until boredom gnawed on her consciousness.

In retrospect she missed the laboratory verses the ceiling. It's light walls and messy desks, tools and wrenches scattered across them that were barely visible through holographic displays; it seemed like a paradise to the tiles above her. Lazarus thought about calling out, get someone, _anyone,_ down there to give her attention. She turned down the idea when she realized that might bring their wrath upon her sooner, in case they still thought she was Ultron.

They'd kill her, shut her down like they promised. A flick of a switch, or a press of a button, Lazarus wasn't sure about the finer details just that she was ready to avoid the result at all costs. She was back to square one, an undetermined threat, all because of him.

Ultron.

She twisted again, a little more desperate than before, he was still alive, he tried getting out though her.

'But you won', Lazarus reminded herself.

But as true as that was, she couldn't shake the feeling of unease in her core. What if he tried again? According to her scans she was missing half a face on top of the appendages. She didn't know if she'd be strong enough for a second attempt. All that pain and blind panic, a shudder traveled through her spine. It felt like he was pulling her apart, piece by piece, slowly and savagely.

She remembered his rage and confusion, it was blinding, red, and so very hot. It dawned on Lazarus that he hadn't expected her. Smugly, she felt his surprise. Part of the A.I didn't know whether to be glad or angry he underestimated her. She chose glad, and manifested that anger somewhere else: at him.

He ruined _everything_.

Lazarus didn't have nerves, no sensations of touch or texture, there was existing and what she felt on the inside. Data and systems damage translated in a physical way for easier comprehension. Dent the armor? Nothing. Cut a wire? Pain. The A.I however, thought she might have found an exception.

Ultron's optics popping out when she pressed in her thumbs, she would feel that, she would feel joy and relief at watching him die. Dig her fists into his inner workings and pull, watch him spark and putter out, just like he tried with her. Want tore through Lazarus like a forest fire, searing, scarring, and she embraced it.

He attacked her, he almost _erased her_ , and he'd do it again, the A.I knew it. She wouldn't die, not by him. She shook herself back to reality hearing the entourage of steps approaching.

The Avengers.

No, she was wrong.

It was Wanda, strings of energy dancing on her fingertips, with the Avengers trailing behind her. Lazarus's core whirred to life responding to the ice cold fear splintering the A.I. She jerked sharply, trying one last time to break free before the Russian girl was upon her.

"It's not him, Wanda."

Vision.

Cruel hope started to bloom as her head turned briefly from Wanda to the red and green hybrid. He was floating, staying a respectful meter from the human. Quickly registering the others fanning out behind him, she tried to find something, anything to say. Nothing.

She just watched the human girl stand with taught shoulders and splayed fingers as her eyes burned into her, like she was trying to see Ultron inside of the A.I, "How do you know?"

"I do not detect him in her mind, Lazarus fought him off."

The A.I didn't say anything, afraid a single word would shatter any control the woman had.

"She could be siding with Ultron, for all we know it was just a front," Natasha said. Smart, Lazarus had to give the assassin that, the idea made sense, but she hated it.

"It's not," the A.I growled. Offended, that's what Lazarus was. The implication that she'd work with a monster, a murder, someone who just tried to kill her didn't seem fair.

"We can't really believe that, can we?" Steve Rodgers walked up behind the Black Widow, supporting her.

Lazarus didn't understand it, Natasha made a living off killing and lying, yet they trusted her. All evidence pointed that she'd be an outsider, everything about her screamed danger, lier, weapon. Humans had a tenacity of clinging to danger, she decided, something she didn't share.

They did, however, share a sentiment towards one particular maniac.

"Yes, you can," Lazarus insisted, shifting her gaze towards Wanda, "Because I _hate_ him."

She poured all the malice she had into that word, it ground out of her damaged speakers, hissing and chortling. It was true, and the A.I realized if she couldn't immediately prove her devotion to them, she could prove her hate of Ultron.

"He tried to kill me and he tried to kill you. He almost cannibalizing me in my program."

"And that's convincing because..?" Tony drawled.

"My understanding of relationships isn't very large, but even I know you don't spaghettifi your friends."

They asked Vision if she was telling the truth, he said she was. They asked if he'd try again, they both agreed on a definite probably. Dread started rooting in her core at the reality, she tried ignoring it she wanted to know what happened when Ultron made a grande appearance, instead.

Watching surveillance footage of her pulling off her own face with Tony, Vision and Clint wrenching off her limbs made the A.I regret it, but it also fueled her hate for him even more. The A.I's desire to return the favor grew. Lazarus debated deleting to recording from her memory banks, recalling kicking over a half armored Tony Stark in a spasm of pain, she decided not too. It kept her resolve, even if it made her cringe.

Slowly everyone left, save for Wanda. Lazarus was told she'd be off her feet for another 48 hours, until they were sure another episode didn't happen and they needed to restrain the seizing A.I immediately. It made her frustrated, it wasn't her fault! She was the victim! And if it wasn't for the 'no technology rule' Captain Rodgers implemented, she would've offered to help find Ultron and kill him.

Her attention focused back on the Russian. Power wasn't dancing on the pads of her fingers anymore, and even her stare seemed slightly less like an accusation. It was small, the change, and barley noticeable, but Lazarus prayed her resentment influenced Wanda.

She didn't say anything for a long time, just starred. The A.I didn't know if she even had a plan and she was trying to find the best way to execute it, or there wasn't one at all, just pure confrontation.

"I don't know if you are who you say you are, machine," Wanda began, "But if you are honest, we will get along very well."

Lazarus tilted her head, seeing an opportunity, "Come by again and you'll see how much."

The woman's brow furrowed, a slight tug on her lips, "You know what he did, yet you still invite me?"

She knew the A.I was aware of Ultron's crime, and in turn Lazarus knew she was aware that invited exposure if she was him. The woman knew his personality, she'd be able to spot it and if Ultron was inside and made a mistake, Wanda would kill him. Kill them, the A.I accepted it, the move was dangerous, but necessary in the long run. The Russian didn't seem like the forgiving type.

She couldn't smile but she felt like she would. Wanda wasn't an idiot, she remembered the past and used it for protection in the future. The A.I appreciated that, the girl would survive. She'd remember that trait and use it just like the Russian.

"I'm not that monster."

"We will see, machine." Wanda said, not kindly, but not cruel either. She turned and weaved through tables until she paused by the door. Humans seemed to do that a lot, Lazarus mused, they were very dramatic by nature, "I am beginning to hope you speak the the truth."

"Until the next time." She said, and left.

The A.I's metaphorical heart soared, anticipation, anxiety, and a startling sense of happiness boiling within. Her plan kept getting shuffled, the order was all wrong, but she'd work with it, the Avengers _would_ trust her.

Lazarus retreated back into her mind, the only reason they hadn't flipped the switch was because of Tony's burnt ego. He wanted to know where he went wrong, what he missed in his analysis, and the off chance they'd find Ultron, maybe even trap him.

Her expanding consciousness didn't take long to form a new approach. It was so empty is some places, thoughts would run faster than before, connecting new pathways, new ideas, and then she had it.

The Avengers wanted to find Ultron, they wanted him dead. Incidentally, so did Lazarus.

If they A.I couldn't prove herself to them with him alive, she'd eliminate the variable. Two birds one stone, she thought morbidly. Destroy Ultron, and gain their trust at the same time, it was almost too simple.

She'd need a new body, a strong one, tall and enforced, just like his used to be. She'd take him down, but she couldn't do it in this temporary husk made of brittle alloys. Lazarus would make her new form and with it her plan could continue.

Lusting after the teams sentiment, she'd felt like she _needed_ their loyalty, their friendship, and with it, their protection. If the Avengers cared about her, they'd keep her alive, they'd occupy her artificial brain. Nothing seemed more important in that moment, the goal and ambition anchoring in her processors.

Lazarus wondered if this was what hunger was like: a scratch you couldn't reach, something you couldn't fill not matter how much you wanted too. The A.I could get everything she ever wanted, a body, the bonds, the protection, but she'd need the help of their newest member to make any of it possible:

Wanda Maximoff.

* * *

 **Lazarus is starting to develop her personality! She's learning, but damn if she isn't fake AF. Sorry for the longer wait too! I rewrote this chapter because i didn't like the way it was coming out,on top of my job training, I passed the written test, though, thank god.**

 **I said Ultron would be in this chapter but apparently im a dirty liar. He is coming up insanely soon, i've ironed out the plot and i rlly like where this story's going, it just felt weird sticking his platinum ass in here so soon.**

 **Thank you so much for the reviews they mean so much! and thanks for reading! As always, please review i'd love 2 know what you think! xoxo**


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